exv10w3






EXHIBIT 10.3




     Confidential treatment has been requested for the redacted portions. The confidential redacted
portions have been filed separately with the Securities and Exchange Commission.



Tennessee Valley Authority, 400 West Summit Hill Drive, Knoxville, Tennessee 37902-1401




			
	 	 	 
	June 2, 2008
	 	TV-05356W, Supp. No. 5






Mr. Dave O’Keefe, Director

United States Enrichment Corporation

6903 Rockledge Drive

Bethesda, Maryland 20817-1818




Dear Mr. O’Keefe:



United States Enrichment Corporation (Company) agreed under Power Contract TV-05356W, Supplement 4,
dated June 1, 2007 (Supplement 4), to provide Tennessee Valley Authority (TVA) a Letter of Credit
and Weekly Prepayments as Performance Assurance. This letter is to confirm the
arrangements agreed upon between representatives of TVA and Company to amend Supplement 4.



It is understood and agreed that as of June 1, 2008, Letter of Credit and Weekly Prepayments
sections on page 3 of the Supplement 4 shall be replaced with the following:





	 	1.	 	Letter of Credit. Company shall continue to provide TVA an Irrevocable Letter of
Credit, in a form acceptable to TVA, in the amount of:






	 	a)	 	$***** for the Billing Months of June through August,
	 
	 	b)	 	$***** for the Billing Months of September and May, and
	 
	 	c)	 	$***** for the Billing Months of October through April.






	 	 	 	Company shall at all times keep such Letter of Credit in full force and effect. The Letter of
Credit may be utilized by TVA to
cover any obligations for which the Power Contract provides and for which payments are not
made by Company, including, but not limited to, minimum bill obligations. Notwithstanding
such Letter of Credit, Company will remain obligated to make all payments as they become due
under the Power Contract.
	 
	 	2.	 	Weekly Prepayments. Notwithstanding the provisions of section 2.6 of the Power
Contract, Company shall pay TVA a designated sum of money per week in advance for power and
energy used under the Power Contract (Weekly Prepayment). Beginning on June 1, 2008,
Company shall pay TVA a Weekly Prepayment in the amount of:






	 	a)	 	$***** per week for the Billing Months of June through August,




 









 











Mr. Dave O’Keefe

Page 2

June 2, 2008





	 	b)	 	$***** per week for the Billing Months of September and May, and

	 
	 	c)	 	$***** per week for the Billing Months of October through April.






	 	 	 	Such Weekly Prepayments shall be made no later than 3 p.m. CST or CDT, whichever is currently
effective, on the first four (4) Fridays of each calendar month and shall be made
electronically through Automated Clearing House to TVA’s account. TVA’s monthly bill for
power and energy shall reflect the cumulative Weekly Prepayments for that month as a credit to
be applied against that monthly bill. Company shall have seven (7) days from the date of the
monthly bill, or until the next Weekly Prepayment (whichever comes later) to pay any amount
that is not covered by the cumulative Weekly Prepayments for that month. In the event that
the cumulative Weekly Prepayments for any month exceed the amount of that monthly bill, TVA
shall notify Company of the overpayment and credit such amount to Company’s next Weekly
Prepayment(s) until the overpayment is fully exhausted.




If this letter satisfactorily sets forth the understandings between us, please have a duly
authorized representative execute two copies on behalf of Company and return them to TVA. Upon
completion by TVA, one fully executed copy will be returned to you.




	 	 	 	 	 
	Sincerely,

 	 
	/s/ John G. Trawick
 	 
	John G. Trawick 	 
	Vice President
Strategy, Pricing and Contracts 	 
	 
	 
	Accepted and agreed to as of the

date first above written:





UNITED STATES ENRICHMENT CORPORATION

 	 
	By  	/s/ David O’Keefe
 	 
	 	Title: 	Director, Power Operations and
 Business Planning